SmartREIT and Strathallen Acquisitions Inc. to acquire all of the assets and liabilities of OneREIT for $1.1 billion

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On August 4, 2017, Smart Real Estate Investment Trust ("SmartREIT") and Strathallen Acquisitions Inc. ("Strathallen") announced their agreement to acquire all of the assets and assume all of the liabilities of OneREIT, including long-term debt and all residual liabilities, where OneREIT will redeem all of its publicly traded units (the "Transaction"). The consideration for the Transaction is comprised of cash and SmartREIT units that value OneREIT units at $1.1 billion.

The Transaction is the outcome of OneREIT's strategic review process, previously announced in June 2016. The consideration represents a premium of 14.5% to the August 3, 2017 closing price and a premium of 14.8% to the 20-day volume weighted average unit price ending August 3, 2017. As well, the consideration represents a premium of 22.4% to the unaffected unit price on June 7, 2016, the day prior to OneREIT's announcement that it would explore strategic alternatives.

Strathallen is acquiring 54 properties and related property debt from OneREIT for approximately $703 million payable in cash of approximately $303 million and assumption of debt, subject to adjustments. SmartREIT is acquiring 12 properties plus residual corporate working assets and corporate liabilities of OneREIT for approximately $429 million payable with the issue of approximately $75 million in units of SmartREIT and assumption of related property debt plus remaining corporate debt, including the OneREIT convertible debentures.

SmartREIT is an unincorporated open-ended mutual fund trust in Canada. SmartREIT engages in the acquisition, ownership, development, management, and operation of retail centers.

OneREIT is a publicly traded real-estate investment trust. OneREIT specializes in owning and operating income producing retail properties. OneREIT conducts business in Canada.

Osler is a leading business law firm practising internationally from offices across Canada and in New York. Our clients include industry and business leaders in all segments of the market and at various stages in the growth of their businesses. We have built our reputation on our commitment to our clients' success and the experience, expertise and collaborative approach for which we are recognized. We believe that our success is a reflection of our clients' success.